Farrell #22 (3).png
board-meeting.png

Directors and Officers Liability Insurance

Good directors require good D&O insurance.

Directors and Officers ("D&O") insurance policies offer liability coverage for company managers to protect them from claims which may arise from decisions and actions taken as part of their duties. Today’s increasingly complex legal environment means businesses face a heightened prospect of liabilities and litigations, often driven by “adverse news events”. Companies usually purchase D&O insurance because lawsuits are expensive, and the costs associated with them are rising. Moreover, if companies do not have a good D&O insurance program in place it is unlikely that they will be able to attract top managerial talent, given the potential risks involved.


D&O insurance reimburses the defense costs incurred by board members, managers, and employees in defending against claims made by shareholders or third parties for alleged wrongdoing. D&O insurance also covers monetary damages, settlements, and awards resulting from such claims. If the company cannot indemnify its directors, officers, or employees for amounts resulting from these claims, D&O insurance will step in to directly pay those costs – protecting the individual’s personal assets. If the company indemnifies the individual for such costs, D&O insurance will reimburse the company for such indemnity. The D&O policy will also provide some coverage for the company itself if it is sued.

Coverage is usually for current, future, and past directors and officers of a company and its subsidiaries. D&O insurance covers the individual for acts performed or omitted while in that position with the company. This means that even if the individual is no longer a board member, if a claim is made during the policy period against them for alleged wrongdoing as a board member, they will still be covered under the policy in force while the claim is made. D&O insurance policies do not cover deliberately fraudulent or criminal actions.